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i│CONCEPCION (1961) RATIO DECIDENDI
ISSUE/HELD WHETHER an action, commenced within three (3) years after the abolition of National Abaca, as a corporation, may be continued after the expiration of the three year period – NO. WHETHER the lower court should have granted National Abaca's motion for reconsideration – YES. RATIO The rule appears to be well settled that, in the absence of statutory provision to the contrary, pending actions by or against a corporation are abated upon expiration of the period allowed by law for the liquidation of its affairs. It is generally held, that where a statute continues the existence of a corporation for a certain period after its dissolution for the purpose of prosecuting and defending suits, etc., the corporation becomes defunct upon the expiration of such period, at least in the absence of a provision to the contrary, so that no action can afterwards be brought by or against it, and must be dismissed. Actions pending by or against the corporation when the period allowed by the statute expires, ordinarily abate. . . . This time limit does not apply unless the circumstances are such as to bring the corporation within the provision of the statute. However, the wording of the statutes, in some jurisdictions authorize suits after the expiration of the time limit, where the statute provides that for the purpose of any suit brought by or against the corporation shall continue beyond such period for a further named period after final judgment. (Fletcher's Cyclopedia on Corporations, Vol. 16, pp. 892-893.). The Corporation Law contains no provision authorizing a corporation, after three (3) years from the expiration of its lifetime, to continue in its corporate name actions instituted by it within said period of three (3) years.
In the absence of statutory provision to the contrary, pending actions by or against a corporation are abated upon expiration of the period allowed by law for the liquidation of its affairs. The Corporation Law contains no provision authorizing a corporation, after three (3) years from the expiration of its lifetime, to continue in its corporate name actions instituted by it within said period of three (3) years. The authorities are to the effect that suits by or against a corporation abate when it ceased to be an entity capable of suing or being sued (citations omitted); but trustees to whom the corporate assets have been conveyed pursuant to the authority of section 78 may used and be sued as such in all matters connected with the liquidation. FACTS The National Abaca and Other Fibers Corporation (National Abaca) filed with the Municipal Court of Tacloban, Leyte, a complaint, against Apolonia Pore, for the recovery of P1,213.34, allegedly advanced to her for the purchase of hemp for the account of the former and for which she had allegedly failed to account. Pore in her answer said that she had accounted for all cash advances received by her for the aforementioned purpose from the National Abaca. The municipal court found against Pore, ruling that she had not accounted for cash advances in the sum of P272.49. She was, accordingly, sentenced to pay to the National Abaca, with legal interest. National Abaca prayed for a new trial, which was denied, prompting an appeal to the Court of First Instance of Leyte, in which Pore moved to dismiss the complaint upon the ground that National Abaca has no legal capacity to sue, it having abolished by Executive Order No. 372 of the President of the Philippines, dated November 24,1950. National Abaca objected, on the ground that pursuant to said executive order, it "shall nevertheless be continued as a body corporate for a period of three (3) years from the effective date" of said executive order, which was November 30, 1950, "for the purpose of prosecuting and defending suits by or against it and of enabling the Board of Liquidators" — thereby created — "gradually to settle and close its affairs", . . . and that this case was begun on November 14, 1953, or before the expiration of the period aforementioned. The Court of First Instance issued an order directing National Abaca to amend the complaint, within ten (10) days from notice, by including the Board of Liquidators as co-party National Abaca, with the admonition that otherwise the case would be dismissed. The Court of First Instance issued another order dismissing the case, ruling that the amendment was not made. National Abaca moved for the reconsideration of this order since, copies of the amended complaint were entered in the record book of its outgoing correspondence. The problem was that only the copy addressed to Pore's counsel had actually been mailed and the original copy of the amended complaint, addressed to the clerk of court, could not be located, despite diligent efforts made to find the same. Thus National Abaca's failure to file in court the original of said amended complaint is imputable to the excusable negligence of Mrs. Receda Vda. de Ocampo, the employee of the aforesaid Board of Liquidators in charge of National Abaca's incoming and outgoing correspondence. The motion for reconsideration was denied by the Court of First Instance.
Section 77 of said law provides that the corporation shall "be continued as a body corporate for three (3) years after the time when it would have been . . . dissolved, for the purposed of prosecuting and defending suits by or against it . . .", so that, thereafter, it shall no longer enjoy corporate existence for such purpose. For this reason, section 78 of the same law authorizes the corporation, "at any time during said three years . . . to convey all of its property to trustees for the benefit of members, stockholders, creditors and other interested", evidently for the purpose, among others, of enabling said trustees to prosecute and defend suits by or against the corporation begun before the expiration of said period.
Judge Fisher, in his work entitled Philippines Law on Stock Corporations (1929 ed.), commented on the abovementioned sections: It is to be noted that the time during which the corporation, through its own officers, may conduct the liquidation of its assets and sue and be sued as a corporation is limited to three years from the time the period of dissolution commences; but that there is no time limited within the trustees must complete a liquidation placed in their hands. It is provided only (Corp. Law, Sec. 78) that the conveyance to the trustees must be made within the three-year period. It may be found impossible to complete the work of liquidation within the three-year period or to reduce disputed claims to judgment. The authorities are to the effect that suits by or against a corporation abate when it ceased to be an entity capable of suing or being sued (7 R.C.L. Corps., Par. 750); but trustees to whom the corporate assets have been conveyed pursuant to
721. Obviously. the record satisfactorily shows that National Abaca's counsel had given to its mailing clerk the proper instructions for the filing of the original of the amended complaint with the office of the Court of First Instance of Leyte. the complete loss of National Abaca's corporate existence after the expiration of the period of three (3) years for the settlement of its affairs is what impelled the President to create a Board of Liquidators. subject to the beneficial interest therein of creditors and stockholders. see also Sumera v. either to accident or to excusable negligence on the part of said mailing clerk. therefore. The failure to file in court said original of the amended complaint must have been due. Moreover. to continue the management of such matters as may then be pending. 726-727). To begin with. (pp.the authority of section 78 may used and be sued as such in all matters connected with the liquidation. as evidenced by the corresponding entry in the record book of National Abaca's outgoing correspondence. the judgment of the municipal court of Tacloban against Pore is a strong indication of the validity and justice of National Abaca's claim against her. The mailing clerk had endeavored to comply with the aforementioned instructions. By the terms of the statute the effect of the conveyance is to make the trustees the legal owners of the property conveyed. Valencia [67 Phil. The lower court erred in not granting the motion for reconsideration. 389-390. the amended complaint is hereby admitted. . and the record REMANDED to the lower court for further proceedings. DISPOSITIVE The orders appealed from are REVERSED.
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